PROSPECTUS SUPPLEMENT
(To prospectus dated June 3, 1999)
$300,000,000
Public Service Enterprise
Group Incorporated
Extendible Notes due June 15, 2001, Series C
----------
Enterprise's Extendible Notes due June 15, 2001, Series C, will have the
following principal terms:
o During the period from and including June 15, 1999 to but excluding March
15, 2000, the interest rate on the Notes will be reset and payable
quarterly at a rate equal to LIBOR plus a spread of 0.40%. After this
initial period, during each subsequent period designated by Enterprise,
interest shall accrue and be payable either at a floating interest rate or
at a fixed interest rate, in each case as determined by Enterprise and the
Remarketing Agent. The spread that will be applicable to the Notes during
each such subsequent period will be the percentage recommended by the
Remarketing Agent, and agreed to by Enterprise, so as to result in an
interest rate that will enable the Remarketing Agent to remarket tendered
Notes at 100% of their principal amount on the date commencing such
subsequent period.
o On March 15, 2000 and on each successive date prescribed for the
remarketing of the Notes, unless you affirmatively elect not to tender
your Notes by following the procedures set forth in this prospectus
supplement, your Notes will be automatically tendered, or deemed tendered,
on each such date to the Remarketing Agent (i) for a purchase price equal
to 100% of their principal amount and (ii) for remarketing by the
Remarketing Agent on each such date.
o If Enterprise and the Remarketing Agent are unable to agree on the spread
with respect to any subsequent period, Enterprise must repurchase and
retire all of the Notes on the date then prescribed for the remarketing of
the Notes at a price equal to 100% of their principal amount, together
with any accrued and unpaid interest thereon to that date.
o If the Remarketing Agent is unable to remarket some or all of the Notes
tendered on the date then prescribed for the remarketing of the Notes,
Enterprise must purchase and retire any remaining unsold tendered Notes at
a price equal to 100% of their principal amount, together with any accrued
and unpaid interest thereon to that date.
o Enterprise may not redeem the Notes prior to March 15, 2000. On and after
that date, the Notes may be redeemable by Enterprise or repayable at the
option of the holders, under the circumstances described in this
prospectus supplement.
o The Notes will mature on June 15, 2001.
o The Notes are senior unsecured debt securities of Enterprise.
o The Notes will be available for purchase in denominations of $1,000 and
integral multiples thereof.
o For more detail, see "Description of the Notes."
----------
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy of this prospectus
supplement or the attached prospectus. Any representation to the contrary is a
criminal offense.
----------
The Underwriter will sell the Notes to the public at varying prices
relating to prevailing market prices at the time of sale. Enterprise will
receive net proceeds of 99.85% of the principal amount of the Notes sold, which
equals aggregate net proceeds of $299,550,000, before deducting expenses payable
by Enterprise estimated at $375,000.
The Underwriter is offering the Notes subject to prior sale and on the
condition that the Underwriter accepts Enterprise's delivery of the Notes to it.
Enterprise expects that the Notes will be ready for delivery in book-entry form
only through the facilities of DTC on or about June 15, 1999.
----------
Merrill Lynch & Co.
----------
The date of this prospectus supplement is June 10, 1999.
<PAGE>
================================================================================
TABLE OF CONTENTS
================================================================================
Prospectus Supplement
Use of Proceeds ........................................................ S-3
Capitalization ......................................................... S-3
Description of the Notes ............................................... S-3
Certain United States Federal Income Tax Considerations ................ S-15
Underwriting ........................................................... S-18
Prospectus
About This Prospectus .................................................. 2
Where You Can Find More Information .................................... 2
Incorporation of Certain Documents by Reference ........................ 3
Public Service Enterprise Group Incorporated ........................... 3
Use of Proceeds ........................................................ 4
Description of Debt Securities ......................................... 4
Plan of Distribution ................................................... 20
Legal Opinions ......................................................... 21
Experts ................................................................ 22
References in this prospectus supplement to "Enterprise" are to our
company, Public Service Enterprise Group Incorporated. References in this
prospectus supplement to "PSE&G" are to our subsidiary, Public Service Electric
and Gas Company.
Enterprise is offering with this prospectus supplement to the accompanying
prospectus $300,000,000 aggregate principal amount of Enterprise's Extendible
Notes due June 15, 2001, Series C (the "Notes").
----------
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus.
Enterprise has not, and the Underwriter has not, authorized any other person to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. Enterprise is not, and the
Underwriter is not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus
supplement and the accompanying prospectus is only accurate as of the respective
dates on the front covers hereof and thereof. Enterprise's business, financial
condition, results of operations and prospects may have changed since such
dates.
S-2
<PAGE>
================================================================================
USE OF PROCEEDS
================================================================================
The net proceeds from the sale of the Notes will be used by Enterprise to
make additional investments in its subsidiaries and repay short-term debt
incurred to repurchase a portion of its common stock. As of May 28, 1999
Enterprise's short-term debt carried a weighted average interest cost of
5.1625%.
================================================================================
CAPITALIZATION
================================================================================
The following table sets forth the consolidated capitalization of
Enterprise and its subsidiaries as of March 31, 1999 and as adjusted to give
effect to the issuance of the Notes offered hereby. The following data should be
read in conjunction with the consolidated financial statements and notes thereto
of Enterprise and its subsidiaries incorporated herein by reference.
<TABLE>
<CAPTION>
As of March 31, 1999
-----------------------
(Unaudited)
Actual As Adjusted
---------- -----------
(in millions)
<S> <C> <C>
Common Equity
Common Stock, issued; 231,957,608 shares ................. $ 3,603 $ 3,603
Treasury Stock, at cost; 11,326,200 shares ............... (442) (442)
Retained Earnings ........................................ 1,816 1,815
Accumulated Other Comprehensive Income ...................... (171) (171)
-------- --------
Total Common Equity ................................... 4,806 4,805
PSE&G's Preferred Stock without mandatory redemption ........ 95 95
PSE&G's Preferred Stock with mandatory redemption ........... 75 75
Monthly Guaranteed Preferred Beneficial Interest in PSE&G's
Subordinated Debentures ................................... 210 210
Quarterly Guaranteed Preferred Beneficial Interest in PSE&G's
Subordinated Debentures ................................... 303 303
Quarterly Guaranteed Preferred Beneficial Interest in
Enterprise's Subordinated Debentures ...................... 525 525
Long-Term Debt .............................................. 4,912 5,212
-------- --------
Total Capitalization .................................. $ 10,926 $ 11,225
======== ========
</TABLE>
================================================================================
DESCRIPTION OF THE NOTES
================================================================================
The Notes are to be issued as a separate series of senior unsecured debt
securities under an Indenture, dated as of November 1, 1998 (as amended,
modified or supplemented from time to time, the "Indenture"), between Enterprise
and First Union National Bank, as trustee (the "Trustee"). The following summary
of certain provisions of the Notes and of the Indenture does not purport to be
complete and is
S-3
<PAGE>
qualified in its entirety by reference to the Indenture, a copy of the form of
which has been filed as an exhibit to the Registration Statement referred to in
the accompanying prospectus. Capitalized terms used but not defined herein or in
the accompanying prospectus have the meanings given to them in the Indenture.
This description of the particular terms of the Notes supplements, and, to the
extent inconsistent therewith, replaces, the description of the general terms
and provisions of the Debt Securities and the Indenture set forth in the
accompanying prospectus under the heading "Description of Debt Securities," to
which description reference is hereby made. The Notes are "Senior Securities" as
that term is used in the accompanying prospectus. The term "Senior Securities",
as used under this caption, refers to all Senior Securities issuable from time
to time under the Indenture and includes the Notes.
General
All Senior Securities to be issued under the Indenture will be senior
unsecured obligations of Enterprise and will rank pari passu with all other
senior unsecured indebtedness of Enterprise from time to time outstanding, as
described in "Description of Debt Securities" in the accompanying prospectus.
The Indenture does not limit the aggregate principal amount of Senior Securities
which may be issued thereunder, and Senior Securities may be issued thereunder
from time to time as a single series or in two or more separate series up to the
aggregate principal amount from time to time authorized by Enterprise for each
series. Enterprise may, from time to time, without the consent of the holders of
the Notes, provide for the issuance of Notes or other Senior Securities under
the Indenture in addition to the Notes offered hereby. As of the date of this
prospectus supplement, there was $275 million aggregate principal amount of
Senior Securities outstanding.
Because Enterprise is a holding company that conducts all of its
operations through its subsidiaries, holders of Debt Securities will generally
have a junior position to claims of creditors of those subsidiaries, including
trade creditors, debtholders, secured creditors, taxing authorities, guarantee
holders and any preferred stockholders. PSE&G has 2,145,234 outstanding shares
of preferred stock with an aggregate par value of approximately $170 million.
Enterprise's subsidiaries have ongoing corporate debt programs used to finance
their business activities. As of May 31, 1999, Enterprise's subsidiaries had
approximately $6.5 billion of outstanding debt.
The Notes will be limited initially to $300,000,000 in aggregate principal
amount, and the Notes will mature, unless previously redeemed, on June 15, 2001
("Stated Maturity"). Enterprise may "reopen" the Notes series and issue
additional Notes. Each Note will bear interest as described below for the
Initial Spread Period and any Subsequent Spread Period (each as defined below).
Interest on each Note will be payable on each Interest Payment Date (as defined
below) specified for the Initial Spread Period and any Subsequent Spread Period,
in each case to the person in whose name such Note is registered at the close of
business on the 15th calendar day (whether or not a Business Day) next preceding
such Interest Payment Date. Interest payable on any Interest Payment Date or
Stated Maturity or date of earlier redemption or repayment will be the amount of
interest accrued from and including the date of original issuance or from and
including the most recent Interest Payment Date on which interest has been paid
to but excluding such Interest Payment Date or Stated Maturity or date of
earlier redemption or repayment, as the case may be. Principal of and interest
on the Notes will be payable, and the transfer of Notes will be registrable, at
the Corporate Trust Office of the Trustee or at any other office or agency
designated by Enterprise for such purpose.
The Notes will be issued only in fully registered, book-entry form. See
"-- Form, Denomination and Registration" below.
S-4
<PAGE>
On and after the initial Remarketing Reset Date (as defined below), the
Notes are subject to mandatory or optional redemption by Enterprise, in whole or
in part, on such dates, in the circumstances and at the redemption prices
described below. See " -- Redemption of the Notes" below. The Notes will not be
subject to a sinking fund.
After the initial Remarketing Reset Date, if Enterprise so elects, the
Notes will be repayable at the option of the holders thereof, in whole or in
part, on such dates, in the circumstances and at the repayment price described
below. See " -- Repayment at the Option of the Holders."
If the Stated Maturity for the Notes falls on a day that is not a Business
Day, the related payment of principal and interest will be made on the next
succeeding Business Day as if it were made on the date such payment was due, and
no interest will accrue on the amounts so payable for the period from and after
such date to the next succeeding Business Day.
If a Remarketing Reset Date would otherwise be a day that is not a
Business Day, such date will be postponed to the next succeeding day that is a
Business Day.
The term "Business Day" means any day other than a Saturday or Sunday or a
day on which banking institutions in The City of New York are required or
authorized to close and, in the case of Notes in the Floating Rate Mode (as
defined below), that is also a London Business Day. The term "London Business
Day" means any day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market.
All percentages resulting from any calculation of any interest rate for
the Notes will be rounded, if necessary, to the nearest one hundred thousandth
of a percentage point, with five one millionths of a percentage point rounded
upward and all dollar amounts will be rounded to the nearest cent, with one-half
cent being rounded upward.
Initial Spread Period
The "Initial Spread Period" will be the period from and including the date
of original issuance of the Notes to but excluding the initial "Remarketing
Reset Date" for the Notes. The initial Remarketing Reset Date will be March 15,
2000.
During the Initial Spread Period for the Notes, interest on the Notes will
be payable in arrears, on September 15, 1999, December 15, 1999 and March 15,
2000 (each such date an "Interest Payment Date" in respect of the Initial Spread
Period), except as described below. The interest rate on the Notes will be reset
quarterly on June 15, 1999, September 15 1999 and December 15, 1999 (the
"Interest Reset Date" in respect of the Initial Spread Period), and the Notes
will bear interest at a per annum rate (computed on the basis of the actual
number of days elapsed over a 360-day year) equal to LIBOR (as defined below)
for the applicable Interest Reset Period (as defined below), plus the Initial
Spread (as defined below). The "Initial Interest Reset Period" will be the
period from and including the date of original issuance of the Notes to but
excluding September 15, 1999. Thereafter, each "Interest Reset Period" during
the Initial Spread Period will be the quarterly period from and including the
most recent Interest Reset Date to but excluding the next succeeding Interest
Reset Date or Remarketing Reset Date, as the case may be.
The Spread applicable to the Notes during the Initial Spread Period will
be 0.40% (the "Initial Spread"), and the interest rate mode used for the Initial
Spread Period will be the "Floating Rate Mode". Thus, the interest rate per
annum for the Notes during the Initial Interest Reset Period will be equal to
S-5
<PAGE>
LIBOR, determined as of June 15 1999, plus the Initial Spread. The interest rate
per annum for each succeeding Interest Reset Period during the Initial Spread
Period will equal LIBOR for such Interest Reset Period plus the Initial Spread,
calculated as described below under " -- Subsequent Spread Periods -- Floating
Rate Mode."
If, during the Initial Spread Period, any Interest Payment Date,
redemption date, Interest Reset Date or Remarketing Reset Date would otherwise
be a day that is not a Business Day, such Interest Payment Date, redemption
date, Interest Reset Date or Remarketing Reset Date will be postponed to the
next succeeding day that is a Business Day, except that if such Business Day is
in the next succeeding calendar month, such Interest Payment Date, redemption
date, Interest Reset Date or Remarketing Reset Date shall be the next preceding
Business Day.
Subsequent Spread Periods
The Spread will be determined in the manner described below for each
period from and including each Remarketing Reset Date to but excluding each next
succeeding Remarketing Reset Date or, as the case may be, Stated Maturity (a
"Subsequent Spread Period"), which will be one or more periods of at least three
months and not more than the period remaining to the Stated Maturity of the
Notes (or any integral multiple of three months therein), designated by
Enterprise, commencing on the 15th day of March, June, September, or December
(or as otherwise specified by Enterprise and the Remarketing Agent on the
applicable Duration/Mode Determination Date (as defined below) in connection
with the establishment of each Subsequent Spread Period), as applicable (each
such date, a "Remarketing Reset Date"); provided, however, that no Subsequent
Spread Period may end on or after the Stated Maturity.
Interest on the Notes during each Subsequent Spread Period shall accrue
and be payable, as applicable, either (i) at a floating interest rate (such
Notes being in the "Floating Rate Mode" and such interest rate being a "Floating
Rate") or (ii) at a fixed interest rate (such Notes being in the "Fixed Rate
Mode" and such interest rate being a "Fixed Rate"), in each case as determined
by Enterprise and the Remarketing Agent in accordance with the Remarketing
Agreement and the applicable Remarketing Agency Agreement (each as defined
below).
The "Spread" that will be applicable to the Notes during each Subsequent
Spread Period will be the percentage (a) recommended by the Remarketing Agent so
as to result in a rate that, in the opinion of the Remarketing Agent, will
enable tendered Notes to be remarketed by the Remarketing Agent at 100% of the
principal amount thereof, as described under " -- Tender of Notes; Remarketing
Agency Agreement" below, and (b) agreed to by Enterprise.
Unless notice of redemption of the Notes as a whole has been given, the
duration, redemption dates, redemption type (i.e., par, premium or make-whole),
redemption prices (if applicable), repayment dates, Remarketing Reset Date,
Interest Reset Dates, Interest Payment Dates, interest rate mode (i.e., Fixed
Rate Mode or Floating Rate Mode), optional repayment terms, if any, and any
other relevant terms for each Subsequent Spread Period will be established by
3:00 p.m., New York City time, on the eighth Business Day prior to the
Remarketing Reset Date which commences such Subsequent Spread Period (the
"Duration/Mode Determination Date"). In addition, the Spread for each Subsequent
Spread Period will be established by 3:00 p.m., New York City time, on the
fourth Business Day prior to the Remarketing Reset Date commencing such
Subsequent Spread Period (the "Spread Determination Date"). Enterprise will, not
less than ten nor more than twenty days prior to any Duration/Mode Determination
Date, (i) inform DTC that the Notes are subject to automatic tender on the
Remarketing Reset Date (subject to the right to elect not to tender) and (ii)
request that DTC notify its participants (as defined herein) of such
Duration/Mode
S-6
<PAGE>
Determination Date and of the procedures that must be followed if any beneficial
owner of a Note wishes not to tender such Note as described under " -- Tender of
Notes; Remarketing Agency Agreement" below. In the event that DTC or its nominee
is no longer the holder of record of the Notes, Enterprise will notify the
holders of the Notes of such information within such period of time. This will
be the only notice given by Enterprise or the Remarketing Agent with respect to
such Duration/Mode Determination Date and procedures for electing not to tender
Notes.
In the event that Enterprise and the Remarketing Agent do not agree on the
Spread for any Subsequent Spread Period, then Enterprise is required
unconditionally to repurchase and retire all of the Notes on the Remarketing
Reset Date at a price equal to 100% of the principal amount of the Notes,
together with accrued and unpaid interest, if any, thereon to but excluding the
Remarketing Reset Date.
Floating Rate Mode
If the Notes are to be reset to the Floating Rate Mode, as agreed to by
the Remarketing Agent and Enterprise on a Duration/Mode Determination Date, then
during the corresponding Subsequent Spread Period, (i) the interest rate on the
Notes will be reset monthly, quarterly or semiannually (each, an "Interest Reset
Period") and interest on the Notes will be payable either monthly, quarterly or
semiannually on such dates (each such date, an "Interest Payment Date" in
respect of such Subsequent Spread Period), in each case as specified by the
Remarketing Agent and Enterprise on the applicable Duration/Mode Determination
Date and (ii) the Notes will bear interest at a per annum rate (computed on the
basis of the actual number of days elapsed over a 360-day year) equal to LIBOR
for the applicable Interest Reset Period, plus the applicable Spread, as
determined on the relevant Spread Determination Date. Unless otherwise specified
on the applicable Duration/Mode Determination Date for Notes in the Floating
Rate Mode, interest on such Notes will be payable, in the case of Notes which
reset (i) monthly, on the 15th day of each month; (ii) quarterly, on the 15th
day of each March, June, September and December, and (iii) semiannually, on the
15th day of each March and September. The first day of an Interest Reset Period
is referred to herein as an "Interest Reset Date" in respect of the Subsequent
Spread Period and, unless otherwise specified on the applicable Duration/Mode
Determination Date, will be, in the case of Notes which reset (i) monthly, on
the 15th day of each month; (ii) quarterly, on the 15th day of each March, June,
September and December, and (iii) semiannually, on the 15th day of each March
and September.
The interest rate in effect on each day will be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Floating Rate
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Floating Rate Determination Date immediately preceding the
most recent Interest Reset Date.
If any Interest Payment Date (other than at Stated Maturity), redemption
date, repayment date, Interest Reset Date or Remarketing Reset Date in the
Floating Rate Mode would otherwise be a day that is not a Business Day, such
Interest Payment Date, redemption date, repayment date, Interest Reset Date or
Remarketing Reset Date will be postponed to the next succeeding day that is a
Business Day, except that if such Business Day is in the next succeeding
calendar month, such Interest Payment Date, redemption date, repayment date,
Interest Reset Date or Remarketing Reset Date shall be the next preceding
Business Day.
The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be the rate determined as of the applicable
Floating Rate Determination Date. The "Floating Rate Determination Date" will be
the second London Business Day immediately preceding the applicable Interest
Reset Date.
S-7
<PAGE>
For the Initial Spread Period and if the Notes are reset to the Floating
Rate Mode for a Subsequent Spread Period, LIBOR will be determined by the Rate
Agent (as defined under " -- Tender of Notes; Remarketing Agency Agreement"
below) as of the applicable Floating Rate Determination Date in accordance with
the following provisions:
(i) LIBOR will be determined on the basis of the offered rates for
deposits in U.S. dollars of not less than U.S. $1,000,000 of the
applicable Index Maturity, commencing on the second London Business Day
immediately following such Floating Rate Determination Date, which appears
on Telerate Page 3750 (as defined below) as of approximately 11:00 a.m.,
London time, on such Floating Rate Determination Date. "Telerate Page
3750" means the display designated on page "3750" on Bridge Telerate, Inc.
(or such other page as may replace the 3750 page on that service, any
successor service or such other service or services as may be nominated by
the British Bankers' Association for the purpose of displaying London
interbank offered rates for U.S. dollar deposits). If no rate appears on
Telerate Page 3750, LIBOR for such Floating Rate Determination Date will
be determined in accordance with the provisions of paragraph (ii) below.
(ii) With respect to a Floating Rate Determination Date on which no
rate appears on Telerate Page 3750 as of approximately 11:00 a.m., London
time, on such Floating Rate Determination Date, the Rate Agent shall
request the principal London offices of each of four major reference banks
in the London interbank market selected by the Rate Agent to provide the
Rate Agent with a quotation of the rate at which deposits of the
applicable Index Maturity in U.S. dollars, commencing on the second London
Business Day immediately following such Floating Rate Determination Date,
are offered by it to prime banks in the London interbank market as of
approximately 11:00 a.m., London time, on such Floating Rate Determination
Date in a principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such market
at such time. If at least two such quotations are provided, LIBOR for such
Floating Rate Determination Date will be the arithmetic mean of such
quotations as calculated by the Rate Agent. If fewer than two quotations
are provided, LIBOR for such Floating Rate Determination Date will be the
arithmetic mean of the rates quoted as of approximately 11:00 a.m., New
York City time, on such Floating Rate Determination Date by three major
banks in The City of New York selected by the Rate Agent (after
consultation with Enterprise) for loans in U.S. dollars to leading
European banks of the applicable Index Maturity commencing on the second
London Business Day immediately following such Floating Rate Determination
Date and in a principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such market
at such time; provided, however, that if the banks selected as aforesaid
by the Rate Agent are not quoting as mentioned in this sentence, LIBOR for
such Floating Rate Determination Date will be LIBOR determined with
respect to the immediately preceding Floating Rate Determination Date, or
in the case of the first Floating Rate Determination Date, LIBOR for the
Initial Interest Reset Period.
The Index Maturity applicable to Notes in the Floating Rate Mode will be,
in the case of Notes resetting (i) monthly, one month; (ii) quarterly, three
months, and (iii) semiannually, six months.
Fixed Rate Mode
If the Notes are to be reset to the Fixed Rate Mode, as agreed to by
Enterprise and the Remarketing Agent on a Duration/Mode Determination Date, then
the applicable Fixed Rate for the corresponding Subsequent Spread Period will be
determined by 4:00 p.m., New York City time, on the third Business Day prior to
the Remarketing Reset Date for such Subsequent Spread Period (the "Fixed Rate
Determination Date"), in accordance with the following provisions: the Fixed
Rate will be determined by adding (i) the
S-8
<PAGE>
applicable Spread (as determined by the Remarketing Agent and agreed to by
Enterprise on the immediately preceeding Spread Determination Date) to (ii) the
yield to maturity determined by 4:00 p.m., New York City time, on the Fixed Rate
Determination Date (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) of the applicable
United States Treasury security, selected by the Rate Agent after consultation
with the Remarketing Agent, as having a maturity comparable to the duration
selected for the following Subsequent Spread Period, which would be used in
accordance with customary financial practice in pricing new issues of corporate
debt securities of comparable maturity to the duration selected for the
following Subsequent Spread Period.
Interest in the Fixed Rate Mode will be computed on the basis of a 360-day
year of twelve 30-day months. Such interest will be payable semiannually in
arrears on the Interest Payment Dates (i.e., March 15th and September 15th,
unless otherwise specified by Enterprise and the Remarketing Agent on the
applicable Duration/Mode Determination Date) at the applicable Fixed Rate, as
determined on the Fixed Rate Determination Date, beginning on the applicable
Remarketing Reset Date and continuing for the duration of the relevant
Subsequent Spread Period.
If any Interest Payment Date, redemption date or repayment date in the
Fixed Rate Mode would otherwise be a day that is not a Business Day (in either
case, other than any Interest Payment Date, redemption date or repayment date
that falls on a Remarketing Reset Date, in which case each such date will be
postponed to the next day that is a Business Day), the related payment of
principal and interest will be made on the next succeeding Business Day as if it
were made on the date such payment was due, and no interest will accrue on the
amounts so payable for the period from and after such date to the next
succeeding Business Day.
Tender of Notes; Remarketing Agency Agreement
Enterprise and the Remarketing Agent are entering into a Remarketing
Agreement with respect to remarketing of the Notes (the "Remarketing
Agreement"). In the event Enterprise and the Remarketing Agent agree on the
Spread on the Spread Determination Date with respect to any Subsequent Spread
Period, Enterprise and the Remarketing Agent will enter into a Remarketing
Agency Agreement (the "Remarketing Agency Agreement") on such Spread
Determination Date. On the Remarketing Reset Date which commences such
Subsequent Spread Period, each Note will be automatically tendered, or deemed
tendered, to the Remarketing Agent for remarketing by the Remarketing Agent on
the Remarketing Reset Date at 100% of the principal amount thereof (the
"Purchase Price") unless the beneficial owner of such note, at such owner's
option, upon giving notice as provided below (the "Hold Notice"), elects not to
tender such Note. Subject to the second succeeding paragraph, the Purchase Price
will be paid by the Remarketing Agent in accordance with the standard procedures
of DTC, which currently provide for payments in same-day funds. Interest accrued
on such Notes with respect to the preceding interest period will be paid in the
manner described under "Form, Denomination and Registration." If such beneficial
owner has an account at the Remarketing Agent and tenders such Note through such
account, such beneficial owner will not be required to pay any fee or commission
to the Remarketing Agent. If such Note is tendered through a broker, dealer,
commercial bank, trust company or other institution, other than the Remarketing
Agent, such holder may be required to pay fees or commissions to such other
institution. It is currently anticipated that Notes so purchased by the
Remarketing Agent will be remarketed by it.
The Hold Notice must be received by the Remarketing Agent through DTC
during the period commencing at 3:00 p.m., New York City time, on the
Duration/Mode Determination Date and ending at 12:00 noon, New York City time,
on the third Business Day prior to the Remarketing Reset Date for such
S-9
<PAGE>
Subsequent Spread Period (the "Notice Date"); provided, however, that if the
Remarketing Agent and Enterprise are unable to agree on the Spread for such
Subsequent Spread Period, any Hold Notices received will be null and void. In
order to ensure that a Hold Notice is received on a particular day, the
beneficial owner of Notes must direct his broker or other designated participant
or indirect participant (as defined herein) to give such Hold Notice before the
broker's cut-off time for accepting instructions for that day. Different firms
may have different cut-off times for accepting instructions from their
customers. Accordingly, beneficial owners should consult the brokers or other
participants or indirect participants through which they own their interests in
the Notes for the cut-off times for such brokers, other participants or indirect
participants. See " -- Form, Denomination and Registration" below. Except as
otherwise provided below, a Hold Notice shall be irrevocable. If a Hold Notice
is not received for any reason by the Remarketing Agent with respect to any Note
by 12:00 noon, New York City time, on the Notice Date, the beneficial owner of
such Note shall be deemed to have elected to tender such Note for purchase by
the Remarketing Agent. All of the Notes, whether or not tendered, shall bear
interest upon the same terms.
The Remarketing Agent will attempt, on a reasonable efforts basis, to
remarket the tendered Notes at a price equal to 100% of the aggregate principal
amount so tendered. There is no assurance that the Remarketing Agent will be
able to remarket the entire principal amount of Notes tendered in a remarketing.
The obligations, if any, of the Remarketing Agent will be subject to certain
conditions and termination events customary in Enterprise's offerings of debt
securities, including a condition that no material adverse change in the
consolidated financial condition of Enterprise and its subsidiaries, taken as a
whole, shall have occurred since the Spread Determination Date. In the event
that the Remarketing Agent is unable to remarket some or all of the tendered
Notes and, in its sole discretion, chooses not to purchase such tendered Notes,
Enterprise is obligated unconditionally to purchase and retire on the
Remarketing Reset Date the remaining unsold tendered Notes at a price equal to
100% of the principal amount thereof, plus accrued and unpaid interest, if any,
thereon to the applicable Remarketing Reset Date.
No beneficial owner of any Note shall have any rights or claims against
the Remarketing Agent as a result of the Remarketing Agent not purchasing such
Notes.
Notwithstanding anything to the contrary contained herein, the Remarketing
Agent shall have the option, but not the obligation, to purchase any Notes
tendered to it that it is not able to remarket. If the Remarketing Agent is
unable to remarket the entire principal amount of all Notes tendered on any
Remarketing Reset Date and, in its sole discretion, the Remarketing Agent
chooses not to purchase such tendered Notes, it will promptly notify Enterprise
and the Trustee. Enterprise or its affiliates may offer to purchase Notes in a
remarketing, provided that the Spread and related interest rate established with
respect to the Notes in connection with such remarketing are not different than
they would otherwise be if Enterprise or its affiliates had not purchased such
Notes.
The term "Remarketing Agent" means the nationally recognized broker-dealer
selected by Enterprise to act as Remarketing Agent. Pursuant to the Remarketing
Agreement, Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to act
as Remarketing Agent. The term "Rate Agent" means the entity selected by
Enterprise as its agent to determine (i) LIBOR and the interest rate on the
Notes for any Interest Reset Period and/or (ii) the yield to maturity on the
applicable United States Treasury security that is used in connection with the
determination of the applicable Fixed Rate, and the ensuing applicable Fixed
Rate. Pursuant to the Remarketing Agreement, Merrill Lynch, Pierce, Fenner &
Smith Incorporated has agreed to act as Rate Agent in respect of any Fixed Rate
Mode, and pursuant to a Calculation Agency Agreement, First Union National Bank
has agreed to act as the Rate Agent in respect of any Floating Rate Mode.
Enterprise, in its sole discretion, may change the Remarketing Agent and the
Rate Agent for any
S-10
<PAGE>
Subsequent Spread Period at any time on or prior to 3:00 p.m., New York City
time, on the Duration/Mode Determination Date relating thereto.
Each of the Rate Agents and the Remarketing Agent, in its individual or
any other capacity, may buy, sell, hold and deal in any of the Notes. Either of
such parties may exercise any vote or join in any action which any beneficial
owner of Notes may be entitled to exercise or take with like effect as if it did
not act in any capacity under the Remarketing Agency Agreement. Either of such
parties, in its individual capacity, either as principal or agent, may also
engage in or have an interest in any financial or other transaction with
Enterprise as freely as if it did not act in any capacity under the Remarketing
Agency Agreement or the Calculation Agency Agreement, as the case may be.
Redemption of the Notes
The Notes may not be redeemed prior to the initial Remarketing Reset Date.
On each Remarketing Reset Date (including the initial Remarketing Reset Date)
and on those Interest Payment Dates or other dates specified as redemption dates
by Enterprise on the Duration/Mode Determination Date in connection with any
Subsequent Spread Period, the Notes may be redeemed, at the option of
Enterprise, in whole or in part, upon notice thereof given at any time during
the 30 calendar day period ending on the eighth Business Day prior to the
redemption date (or fifteen Business Days prior to the redemption date in the
case of a partial redemption), in accordance with the redemption type selected
on the Duration/Mode Determination Date. The Notes are also subject to
redemption in whole or in part as provided above under " -- Subsequent Spread
Periods" and " -- Tender of Notes; Remarketing Agency Agreement." In the event
that less than all of the outstanding Notes are to be redeemed, the Notes to be
redeemed shall be selected by such method as Enterprise shall deem fair and
appropriate. So long as DTC or its nominee is the record holder of the Notes,
Enterprise will give notice to DTC, and DTC will determine the principal amount
to be redeemed from the account of each participant in accordance with its rules
and procedures. A participant may determine to redeem from some beneficial
owners (which may include a participant holding Notes for its own account)
without redeeming from the accounts of other beneficial owners.
The redemption type to be chosen by Enterprise and the Remarketing Agent
on the Duration/Mode Determination Date with respect to any Subsequent Spread
Period may be one of the following as defined herein: (i) Par Redemption; (ii)
Premium Redemption; or (iii) Make-Whole Redemption. "Par Redemption" means
redemption at a redemption price equal to 100% of the principal amount thereof,
plus unpaid interest thereon, if any, accrued to the redemption date. "Premium
Redemption" means redemption at a redemption price or prices greater than 100%
of the principal amount thereof, plus unpaid interest thereon, if any, accrued
to the redemption date, as determined on the Duration/Mode Determination Date.
"Make-Whole Redemption" means redemption at a redemption price equal to the
Make-Whole Amount (as defined below) with respect to such Notes. Unless
otherwise specified by Enterprise and the Remarketing Agent on any Duration/Mode
Determination Date, the redemption type will be Par Redemption. Furthermore, the
redemption in part of any Notes must be in increments of $1,000 or integral
multiples thereof.
"Make-Whole Amount" means, in connection with any optional redemption of
any Note, an amount equal to the greater of (i) 100% of its principal amount
plus accrued interest, if any, thereon to the date of redemption and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the applicable
Treasury Yield plus the Reinvestment Spread.
"Treasury Yield" means, with respect to any redemption date applicable to
any of the Notes, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming
S-11
<PAGE>
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the applicable Comparable Treasury Price for such
redemption date.
"Comparable Treasury Issue" means, with respect to the Notes subject to
redemption, the United States Treasury security selected by the Remarketing
Agent as having a maturity comparable to the remaining term of the Notes that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to any redemption date
applicable to the Notes subject to redemption, (i) the average of the applicable
Reference Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest of such applicable Reference Treasury Dealer Quotations,
or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations, or (iii) if only one Reference
Treasury Dealer Quotation is received, such Quotation. "Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date for the Notes subject to redemption, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
for the Notes (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m.
on the third business day preceding such redemption date.
"Reference Treasury Dealer" means, with respect to the Notes subject to
redemption, at least four primary U.S. Government securities dealers in New York
City as Enterprise shall select, which may include the Remarketing Agent or an
affiliate thereof.
"Reinvestment Spread" means, with respect to the Notes subject to
redemption, a number, expressed as a number of basis points or as a percentage,
selected by Enterprise and agreed to by the Remarketing Agent on the
Duration/Mode Determination Date.
Repayment at the Option of the Holders
The Notes will not be subject to repayment at the option of the holders
thereof prior to the initial Remarketing Reset Date. Thereafter, if Enterprise
so elects on the Duration/Mode Determination Date preceding a Subsequent Spread
Period, the Notes will be subject to repayment at the option of the holders
thereof during such Subsequent Spread Period, on such date(s) as Enterprise may
select, in whole or in part in increments of $1,000 or integral multiples
thereof, at a repayment price equal to 100% of the unpaid principal amount to be
repaid, together with unpaid interest accrued thereon to but excluding the date
of repayment. So long as DTC or its nominee is the record holder of the Notes,
beneficial owners that desire to have all or any portion of their Notes repaid
must instruct their broker or other designated participant or indirect
participant to direct DTC or its nominee to exercise the repayment option on
their behalf by forwarding the instructions to the Trustee, not more than 60 nor
less than 30 calendar days prior to the date scheduled for repayment or within
such other notice period as may be specified on the applicable Duration/Mode
Determination Date.
In order to ensure that such instructions are received by the Trustee on a
particular day, the applicable beneficial owner must so direct his broker or
other designated participant or indirect participant (as defined herein) through
which it owns its interest before the deadline set by such broker, participant
or indirect participant for accepting instructions for that day. Different firms
may have different deadlines for accepting instructions from their customers.
Accordingly, beneficial owners should consult the broker, participant or
indirect participant through which they own their interests for the respective
deadlines for
S-12
<PAGE>
such broker, participant or indirect participant. All instruction given to
participants from beneficial owners of Global Notes relating to the option to
elect repayment shall be irrevocable. In addition, at the time such instructions
are given, each such beneficial owner shall cause the broker, participant or
indirect participant through which it owns its interest to transfer such
beneficial owner's interest in the Global Note or Notes representing the related
book entry Notes, on DTC's records, to the Trustee. See " -- Form, Denomination
and Registration."
Form, Denomination and Registration
The Notes will be issued only in fully registered form, without coupons,
in minimum denominations of $1,000 and any integral multiple of $1,000 in excess
thereof. The Notes will be deposited with, or on behalf of, DTC. The Notes will
be represented by one or more Global Notes registered in the name of Cede & Co.,
as nominee of DTC. The interests of beneficial owners in the Global Notes will
be represented through financial institutions acting on their behalf as direct
or indirect participants in DTC.
Ownership of beneficial interests in a Global Note will be limited to
persons who have accounts with DTC ("participants") or persons who hold
interests through participants. Ownership of beneficial interests in the Global
Notes will be shown on, and the transfer of these ownership interests will be
effected only through, records maintained by DTC or its nominee (with respect to
interests of participants) and the records of participants (with respect to
interests of persons other than participants).
So long as DTC, or its nominee, is the registered owner or holder of a
Global Note, DTC or such nominee, as the case may be, will be considered the
sole owner or holder of the Notes represented by such Global Note for all
purposes under the Indenture and the Notes. In addition, no beneficial owner of
an interest in a Global Note will be able to transfer that interest except in
accordance with DTC's applicable procedures (in addition to those under the
Indenture referred to herein).
Payments on Global Notes will be made to DTC or its nominee, as the
registered owner thereof. Neither Enterprise, the Trustee nor any paying agent
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the Global
Notes or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.
Enterprise expects that DTC or its nominee will credit direct
participants' accounts on the payable date with payments in respect of a Global
Note in amounts proportionate to their respective beneficial interest in the
principal amount of such Global Note as shown on the records of DTC or its
nominee, unless DTC has reason to believe that it will not receive payment on
the payable date. Enterprise also expects that payments by participants to
owners of beneficial interests in such Global Note held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers registered
in "street name." Such payments will be the responsibility of such participants.
Transfers between participants in DTC will be effected in accordance with
DTC rules. The laws of some states require that certain persons take physical
delivery of securities in definitive form. Consequently, the ability to transfer
beneficial interests in a Global Note to such persons may be limited. Because
DTC can only act on behalf of participants, who in turn act on behalf of
indirect participants and certain banks, the ability of a person having a
beneficial interest in a Global Note to pledge such interest to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of such interest, may be affected by the lack of a physical certificate
of such interest.
S-13
<PAGE>
Enterprise believes that it is the policy of DTC that it will take any
action permitted to be taken by a holder of Notes only at the direction of one
or more participants to whose account interests in the Global Notes are credited
and only in respect of such portion of the aggregate principal amount of the
Notes as to which such participant or participants has or have given such
direction.
The Indenture provides that if (i) the Depository notifies Enterprise that
it is unwilling or unable to continue as Depository or if the Depository ceases
to be eligible under the Indenture and a successor depository is not appointed
by Enterprise within 90 days or (ii) an Event of Default with respect to the
Notes shall have occurred and be continuing, the Global Notes will be exchanged
for Notes in definitive form of like tenor and of an equal aggregate principal
amount, in authorized denominations. Such definitive Notes shall be registered
in such name or names as the Depository shall instruct the Trustee. It is
expected that such instructions may be based upon directions received by the
Depository from participants with respect to ownership of beneficial interests
in Global Notes.
DTC has advised Enterprise as follows: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC holds securities that its participants
deposit with DTC and facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a number
of its direct participants, including the Underwriter, and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a direct participant, either
directly or indirectly ("indirect participants"). The rules applicable to DTC
and its participants are on file with the Commission.
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Notes among participants of DTC, it is
under no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. Neither Enterprise nor the Trustee
will have any responsibility for the performance by DTC or its participants or
indirect participants of their respective obligations under the rules and
procedures governing their operations.
DTC management is aware that some computer applications, systems, and the
like for processing data ("Systems") that are dependent upon calendar dates,
including dates before, on, and after January 1, 2000, may encounter "Year 2000
problems." DTC has informed its participants and other members of the financial
community (the "Industry") that it has developed and is implementing a program
so that its Systems, as the same relate to the timely payment of distributions
(including principal and income payments) to securityholders, book-entry
deliveries, and settlement of trades within DTC ("DTC Services"), continue to
function appropriately. This program includes a technical assessment and a
remediation plan, each of which is complete. Additionally, DTC's plan includes a
testing phase, which is expected to be completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as DTC's direct and indirect participants third party vendors from whom DTC
licenses software and hardware, and third party vendors on whom DTC relies for
information or the provision of services, including telecommunication and
electrical utility service providers, among others. DTC has informed the
Industry that it is contacting (and will continue to contact)
S-14
<PAGE>
third party vendors from whom DTC acquires services to: (i) impress upon them
the importance of such services being Year 2000 compliant; and (ii) determine
the extent of their efforts for Year 2000 remediation (and, as appropriate,
testing) of their services. In addition, DTC is in the process of developing
such contingency plans as it deems appropriate.
According to DTC, the foregoing information with respect to DTC has been
provided to the Industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
================================================================================
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
================================================================================
The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the Notes is based
upon the Internal Revenue Code of 1986, as amended (the "Code"), regulations
promulgated thereunder ("Treasury Regulations"), and rulings and decisions now
in effect, all of which are subject to change (prospectively or retroactively).
The following discussion deals only with Notes held as capital assets and does
not purport to deal with persons in special tax situations, such as financial
institutions, banks, insurance companies, regulated investment companies,
dealers in securities or currencies, persons holding Notes as a hedge against
currency risks or as a position in a "straddle" for tax purposes, or persons
whose functional currency is not the United States dollar. It also does not deal
with holders other than original purchasers (except where otherwise specifically
noted). Persons considering the purchase of the Notes should consult their own
tax advisors concerning the application of United States Federal income tax laws
to their particular situations as well as any consequences of the purchase,
ownership and disposition of the Notes arising under the laws of any other
taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a Note
that is for United States Federal income tax purposes (i) a citizen or resident
of the United States, (ii) a corporation, or a partnership (including an entity
treated as a corporation or partnership for United States Federal income tax
purposes) unless, in the case of a partnership, Treasury Regulations are adopted
that provide otherwise, created or organized in or under the laws of the United
States or any State thereof or the District of Columbia, (iii) an estate the
income of which is subject to United States Federal income taxation regardless
of its source, or (iv) a trust whose administration is subject to the primary
supervision of a United States court and which has one or more United States
persons who have the authority to control all substantial decisions of such
trust. As used herein, the term "Non-U.S. Holder" means a beneficial owner of a
Note that is not a U.S. Holder.
U.S. Holders
Payments of Interest. The Notes should constitute variable rate debt
instruments ("VRDI") and the interest payments received should be considered
"qualified stated interest" under section 1.1275-5 of the Treasury Regulations.
The interest received will thus be taxable to a U.S. Holder as ordinary interest
income at the time such payments are accrued or received in accordance with the
U.S. Holder's regular method of tax accounting.
Disposition of a Note. Based on the foregoing treatment, upon the sale,
exchange or retirement of a Note, a U.S. Holder generally will recognize taxable
gain or loss in an amount equal to the difference, if
S-15
<PAGE>
any, between the amount realized upon the sale, exchange or retirement (other
than amounts representing accrued and unpaid interest which will be taxable as
interest income) and such U.S. Holder's adjusted tax basis in the Note. A U.S.
Holder's adjusted tax basis in a Note is generally equal to such U.S. Holder's
initial investment in such Note increased by any original issue discount ("OID")
included in income.
Consequences to Non-tendering Holders. A U.S. Holder who does not tender
his Notes to the Remarketing Agent on the Remarketing Reset Date will continue
to be subject to tax on the interest payable with respect to such Notes as
described above. It is unclear whether, for United States Federal income tax
purposes, a U.S. Holder who does not tender his Notes to the Remarketing Agent
on the Remarketing Reset Date has a deemed exchange of "new" or modified notes
for original Notes on the Remarketing Reset Date. Even if there is a deemed
exchange, a U.S. Holder who acquired the Notes at original issuance at the
initial issue price should not recognize any gain or loss on such deemed
disposition because his adjusted tax basis in Notes will equal the Purchase
Price. A U.S. Holder may, however, start a new holding period with respect to
the "new" or modified Notes received in the deemed exchange.
Other Possible Treatment of the Notes. While Enterprise intends to treat
the Notes as VRDI's issued without OID, it is possible that the Internal Revenue
Service ("IRS") will take the position that the Notes are either (i) VRDI's
issued with OID, or (ii) contingent payment debt instruments. In the event the
IRS were successful in either assertion, holders of the Notes could experience
U.S. federal income tax consequences significantly different from those
discussed herein. Prospective purchasers of Notes are urged to consult their tax
advisors as to the potential application of, and the consequences of applying,
the regulations governing VRDI's issued with OID and contingent payment
obligations.
Information Reporting and Backup Withholding. In general, information
reporting requirements will apply to certain payments of principal and interest
and to the proceeds of sales of Notes made to U.S. Holders other than certain
exempt recipients (such as corporations). A 31% backup withholding tax will
apply to such payments if the U.S. Holder (i) fails to provide a taxpayer
identification number ("TIN"), (ii) furnishes an incorrect TIN, (iii) is
notified by the IRS that it has failed to properly report payments of interest
and dividends or (iv) under certain circumstances, fails to certify, under
penalty of perjury, that it has furnished a correct TIN and has not been
notified by the IRS that it is subject to backup withholding.
Enterprise will furnish annually to the IRS and to record holders of the
Notes (other than with respect to certain exempt holders) information relating
to the interest accruing and paid on the Notes during the calendar year.
Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against such U.S. Holder's U.S. federal income tax
liability provided the required information is furnished to the IRS.
Non-U.S. Holders
A non-U.S. Holder will not be subject to Federal income taxes on payment
of principal, premium (if any) of interest (including OID, if any) of a Note,
unless such non-U.S. Holder is a direct or indirect 10% or greater partner of
Enterprise, a controlled foreign corporation related to Enterprise or a bank
receiving interest described in section 881 (c)(3)(A) of the Code. To qualify
for the exemption from taxation, the last United States payor in the chain of
payment prior to payment to a non-U.S. Holder (the "Withholding Agent") must
have received in the year in which a payment of interest or principal occurs, or
in either of the two preceding-calendar years, a statement that (i) is signed by
the beneficial owner of the Note under penalties of perjury, (ii) certifies that
such owner is not a U.S. Holder and (iii) provides the name and address
S-16
<PAGE>
of the beneficial owner. The statement may be made on an IRS Form W-8 or a
substantially similar form, and the beneficial owner must inform the Withholding
Agent of any change in the information on the statement within 30 days of such
change. If a Note is held through a securities clearing organization or certain
other financial institutions, the organization or institution may provide a
signed statement to the Withholding Agent. However, in such case, the signed
statement must be accompanied by a copy of the IRS Form W-8 or the substitute
form provided by the beneficial owner to the organization or institution. The
Treasury Department is considering implementation of further certification
requirements aimed at determining whether the issuer of a debt obligation is
related to holders thereof.
Generally, a non-U.S. Holder will not be subject to Federal income taxes
on any amount which constitutes gain upon retirement or disposition of a Note,
provided the gain is not effectively connected with the conduct of a trade or
business in the United States by the non-U.S. Holder. Certain other exceptions
may be applicable, and a non-U.S. Holder should consult its tax advisor in this
regard.
The Notes will not be includible in the estate of a non-U.S. Holder unless
the individual is a direct or indirect 10% or greater owner of Enterprise or, at
the time of such individual's death, payments in respect of the Notes would have
been effectively connected with the conduct by such individual of a trade or
business in the United States.
Backup Withholding. Backup withholding of United States Federal income tax
at a rate of 31% may apply to payments made in respect of the Notes to
registered owners who are not "exempt recipients" and who fail to provide
certain identifying information (such as the registered owner's taxpayer
identification number) in the required manner. Generally, individuals are not
exempt recipients, whereas corporations and certain other entities generally are
exempt recipients. Payments made in respect of the Notes to a U.S. Holder must
be reported to the IRS, unless the U.S. Holder is an exempt recipient or
establishes an exemption. Compliance with the identification procedures
described in the preceding section would establish an exemption from backup
withholding for those non-U.S. Holders who are not exempt recipients.
In addition, upon the sale of a Note to (or through) a broker, the broker
must withhold 31% of the entire purchase price, unless either (i) the broker
determines that the seller is a corporation or other exempt recipient or (ii)
the seller provides, in the required manner, certain identifying information
and, in the case of a non-U.S. Holder, certifies that such seller is a non-U.S.
Holder (and certain other conditions are met). Such a sale must also be reported
by the broker to the IRS, unless either (i) the broker determines that the
seller is an exempt recipient or (ii) the seller certifies its non-U.S. status
(and certain other conditions are met). Certification of the registered owner's
non-U.S. status would normally be made on an IRS Form W-8 under penalties of
perjury, although in certain cases it may be possible to submit other
documentary evidence.
Any amounts withheld under the backup withholding rules from a payment to
a beneficial owner would be allowed as a refund or a credit against such
beneficial owner's Federal income tax provided the required information is
furnished to the IRS.
New Withholding Regulations
On October 6, 1997, the Treasury Department issued new regulations (the
"New Regulations") which make certain modifications to the withholding, backup
withholding and information reporting rules described above. The New Regulations
attempt to unify certification requirements and modify reliance standards. The
IRS has announced that the New Regulations will generally be effective for
payments made after December 31, 2000, subject to certain transition rules.
Prospective investors are urged to consult their own tax advisors regarding the
New Regulations.
S-17
<PAGE>
================================================================================
UNDERWRITING
================================================================================
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriter") has
agreed, subject to the terms and conditions set forth in the Underwriting
Agreement, to purchase the Notes from Enterprise at a price equal to 99.85% of
the principal amount thereof. Enterprise expects to incur expenses estimated to
be approximately $375,000 for SEC registration, printing, rating agencies, legal
and accounting fees.
The Underwriter has advised Enterprise that it proposes to offer the Notes
from time to time for sale in negotiated transactions or otherwise, at prices
determined at the time of sale. The Underwriter may effect such transactions by
selling Notes to or through dealers and such dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Underwriter and any purchasers of Notes for whom they may act as agent. The
Underwriter and any dealers that participate with the Underwriter in the
distribution of the Notes may be deemed to be underwriters, and any discounts or
commissions received by them and any profit on the resale of Notes by them may
be deemed to be underwriting compensation.
The Notes are a new issue of securities with no established trading
market. Enterprise does not intend to apply for listing of the Notes on a
national securities exchange. Enterprise has been advised by the Underwriter
that it intends to make a market in the Notes as permitted by applicable laws
and regulations, but it is not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the Notes.
The Underwriter is permitted to engage in certain transactions that
maintain or otherwise affect the price of the Notes. Such transactions may
include over-allotment transactions and purchases to cover short positions
created by the Underwriter in connection with the offering. If the Underwriter
creates a short position in the Notes in connection with the offering, i.e., if
it sells Notes in an aggregate principal amount exceeding that set forth on the
cover page of this prospectus supplement, the Underwriter may reduce that short
position by purchasing Notes in the open market.
In general, purchases of a security to reduce a short position could cause
the price of the security to be higher than it might be in the absence of such
purchases.
Neither Enterprise nor the Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of the Notes. In addition, neither
Enterprise nor the Underwriter makes any representation that the Underwriter
will engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.
Enterprise has agreed to indemnify the Underwriter against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments the Underwriter may be required to make in respect
thereof.
In the ordinary course of their respective businesses, the Underwriter and
its affiliates have engaged, and may in the future engage, in investment banking
transactions with Enterprise and its subsidiaries.
S-18
<PAGE>
PROSPECTUS
Public Service Enterprise Group Incorporated
80 Park Plaza
P.O. Box 1171
Newark, New Jersey 07101-1171
(973) 430-7000
[CLIPART]
$375,000,000
Debt Securities
-------------
Public Service Enterprise Group Incorporated may offer from time to
time, together or separately, one or more series of its unsecured debt
securities which may be either senior or subordinated in priority of payment.
The Senior Debt Securities will rank equally with all other
unsubordinated and unsecured indebtedness of Enterprise. The Subordinated Debt
Securities will be unsecured and subordinated as described under "Description of
Debt Securities -- Subordination."
When a particular series of Debt Securities is offered, Enterprise
will prepare and issue a supplement to this Prospectus setting forth the
particular terms of the offered Debt Securities. You should read this Prospectus
and any Prospectus Supplement carefully before you make any decision to invest
in the Debt Securities.
The aggregate initial public offering price of all Senior Debt
Securities and Subordinated Debt Securities which may be sold under this
Prospectus will not exceed $375,000,000.
-------------
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities commission nor has
any of these organizations determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
-------------
The date of this Prospectus is June 3, 1999.
<PAGE>
================================================================================
About This Prospectus
================================================================================
This prospectus is part of a registration statement that Public Service
Enterprise Group Incorporated ("Enterprise") filed wi th the Securities and
Exchange Commission (the "SEC") utilizing a "shelf" registration process. Under
this shelf process, Enterprise may, from time to time, sell any combination of
the Debt Securities described in this Prospectus in one or more offerings of one
or more series. The aggregate principal amount of Debt Securities which
Enterprise may offer under this Prospectus is $375,000,000. Each time Enterprise
sells Debt Securities, it will provide a Prospectus Supplement that will contain
specific information about the terms of that offering. The Prospectus Supplement
may also add, update or change information contained in this Prospectus. You
should read both this Prospectus and any Prospectus Supplement together with
additional information described under the heading "Where You Can Find More
Information".
Enterprise believes that it has included or incorporated by reference
all information material to investors in this Prospectus, but certain details
that may be important for specific investment purposes have not been included.
To see more detail, you should read the exhibits filed with or incorporated by
reference into this registration statement.
================================================================================
Where You Can Find More Information
================================================================================
Enterprise is a New Jersey corporation that files annual, quarterly
and special reports, proxy statements and other information with the SEC.
Enterprise's SEC filings are available to the public over the Internet at the
SEC's web site at http://www.sec.gov. You may also read and copy any document
Enterprise files at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as its public reference rooms in New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
You may also inspect these documents at the New York Stock Exchange,
Inc. and the Philadelphia Stock Exchange, Inc. where Enterprise's common stock
is listed.
2
<PAGE>
================================================================================
Incorporation of Certain Documents by Reference
================================================================================
The SEC allows Enterprise to "incorporate by reference" the
information Enterprise files with it, which means that Enterprise can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this Prospectus,
and information that Enterprise files later with the SEC will automatically
update and supersede this information. Enterprise incorporates by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until it sells
all of the Debt Securities.
1. Enterprise's Annual Report on Form 10-K for the year ended December
31, 1998.
2. Enterprise's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.
3. Enterprise's Current Reports on Form 8-K dated March 17, 1999 and
April 21, 1999.
You may request a copy of these filings, other than exhibits not
specifically incorporated by reference therein, which will be provided to you
without charge, by writing or telephoning:
Director, Investor Relations
Public Service Electric and Gas Company
80 Park Plaza, T6B
P.O. Box 570
Newark, New Jersey 07101
Telephone (973) 430-6503
You should rely only on the information incorporated by reference or
provided in this Prospectus or any Prospectus Supplement. Enterprise has not
authorized anyone else to provide you with different information. Enterprise is
not making an offer of these Debt Securities in any state where the offer is not
permitted. You should not assume that the information in this Prospectus or any
Prospectus Supplement is accurate as of any date other than the date on the
front of those documents.
================================================================================
Public Service Enterprise Group Incorporated
================================================================================
Enterprise is a public utility holding company that neither owns nor
operates any physical properties. Enterprise has two direct, wholly owned
subsidiaries, Public Service Electric and Gas Company ("PSE&G") and PSEG Energy
Holdings Inc. ("Energy Holdings"). Enterprise's principal subsidiary, PSE&G, is
an operating public utility providing electric and gas service in certain areas
of the State of New Jersey.
3
<PAGE>
Energy Holdings is the parent of Enterprise's non-utility businesses: PSEG
Global Inc., PSEG Resources Inc., PSEG Energy Technologies Inc., Enterprise
Group Development Corporation, PSEG Capital Corporation and Enterprise Capital
Funding Corporation.
Enterprise's executive offices are located at 80 Park Plaza, Newark,
New Jersey 07102, and its telephone number is (973) 430-7000.
================================================================================
Use of Proceeds
================================================================================
Except as may be described otherwise in a prospectus supplement, the
net proceeds from the sale of the Debt Securities will be added to Enterprise's
general funds and will be used for general corporate purposes including, but not
limited to, the repurchase of shares of its common stock and making additional
investments in its subsidiaries. Such proceeds may be applied to the reduction
of short-term indebtedness incurred for such purposes.
================================================================================
Description of Debt Securities
================================================================================
The Debt Securities will be Enterprise's direct unsecured obligations
and may be issued from time to time in one or more offerings of one or more
series. The Senior Securities will be issued under an Indenture, dated as of
November 1, 1998 (the "Senior Indenture"), between Enterprise and First Union
National Bank, Trustee (the "Senior Trustee"), and the Subordinated Securities
will be issued under an Indenture (the "Subordinated Indenture") to be entered
into between Enterprise and First Union National Bank, Trustee (the
"Subordinated Trustee"). The term "Trustee" when used in this Prospectus refers
to either the Senior Trustee or the Subordinated Trustee, as appropriate. The
Senior Indenture and the Subordinated Indenture (sometimes referred to
collectively as the "Indentures" and individually as an "Indenture") are filed
as exhibits to the registration statement. The Indentures are subject to and
governed by the Trust Indenture Act of 1939, as amended (the "TIA"). Selected
provisions of the Indentures have been summarized below. The summary is not
complete. You should read the Indentures for provisions that may be important to
you. In the summary below, references to section numbers of the applicable
Indentures are included so that you can easily locate these provisions.
Capitalized terms used in the summary have the meanings specified in the
Indentures. Parenthetical references below are to the Indentures or to the TIA,
as applicable.
Provisions Applicable to Both the Senior and Subordinated Indentures
General
The Debt Securities will be direct, unsecured obligations of
Enterprise. The Senior Securities will rank equally with all other unsecured and
unsubordinated
4
<PAGE>
indebtedness of Enterprise. The Subordinated Securities will be subordinated in
right of payment to the prior payment in full of the Senior Indebtedness of
Enterprise as described under " -- Subordinated Indenture Provisions."
Because Enterprise is a holding company that conducts all of its
operations through its subsidiaries, holders of Debt Securities will generally
have a junior position to claims of creditors of those subsidiaries, including
trade creditors, debtholders, secured creditors, taxing authorities, guarantee
holders and any preferred stockholders. PSE&G has 2,145,234 outstanding shares
of preferred stock with an aggregate par value of approximately $170 million.
Enterprise's subsidiaries have ongoing corporate debt programs used to finance
their business activities. As of March 31, 1999, Enterprise's subsidiaries had
approximately $6.2 billion of outstanding debt.
Each Indenture provides that any Debt Securities proposed to be sold
pursuant to this Prospectus and the accompanying Prospectus Supplement, as well
as other unsecured debt securities of Enterprise, may be issued under such
Indenture in one or more series, in each case as authorized from time to time by
Enterprise. The particular terms of any series of Debt Securities and any
modifications of or additions to the general terms of the Debt Securities
described in this Prospectus will be described in the Prospectus Supplement for
that series. Accordingly, for a description of the terms of any series of Debt
Securities, you should refer to both the Prospectus Supplement relating to that
series and the description of Debt Securities set forth in this Prospectus.
You should refer to the Prospectus Supplement for the following
information for each particular series of Debt Securities:
(1) The title of such Debt Securities and whether such Debt
Securities will be Senior Debt Securities or Subordinated Debt Securities.
(2) The aggregate principal amount of such Debt Securities and any
limit on the aggregate principal amount of Debt Securities of such series.
(3) If other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of acceleration of the
maturity thereof or the method by which such portion will be determined.
(4) The date or dates, or the method by which such date or dates
will be determined or extended, on which the principal of such Debt
Securities will be payable.
(5) The rate or rates at which such Debt Securities will bear
interest, if any, or the method by which such rate or rates will be
determined. The terms of any remarketing of such Debt Securities. The date
or dates from which such interest will accrue or the method by which such
date or dates will be determined. The date or dates on which such
interest, if any, will be payable and the Regular Record Date or Dates, if
any, for the interest payable on any such Debt Securities on any Interest
Payment Date, or the method by which any such date will be determined, and
the basis upon which interest will be calculated if other than that of a
360-day year of twelve 30-day months.
(6) The date or dates on which or the period or periods within
which, the price or prices at which and the other terms and conditions
upon which, such Debt Securities may be redeemed, in whole or in part, at
the option of Enterprise and whether Enterprise is to have that option.
5
<PAGE>
(7) The obligation, if any, of Enterprise to redeem, repay or
purchase such Debt Securities, in whole or in part, pursuant to any
sinking fund or similar provision or at the option of a holder thereof and
the period or periods within which or the date or dates on which, the
price or prices at which and the other terms and conditions upon which,
such Debt Securities will be so redeemed, repaid or purchased.
(8) Whether such Debt Securities are to be issuable as Registered
Securities, Bearer Securities or both. Any restrictions applicable to the
offer, sale or delivery of Bearer Securities and the terms, if any, upon
which Bearer Securities of the series may be exchanged for Registered
Securities. Whether such Debt Securities will be issuable initially in
temporary global form. Whether any such Debt Securities will be issuable
in permanent global form with or without coupons and, if so, whether
beneficial owners of interests in any such permanent global security may
exchange such interests for Debt Securities of such series in certificate
form and the circumstances under which any such exchanges may occur, if
other than in the manner provided in the applicable Indenture. If
Registered Securities are to be issuable as a global security, the
identity of the depository for such Debt Securities.
(9) Whether the amount of payments of principal of (or premium, if
any) or interest, if any, on such Debt Securities may be determined with
reference to an index, formula or other method (which index, formula or
method may be based on one or more Currencies, commodities, equity indices
or other indices) and the manner in which such amounts will be determined.
(10) The place or places, if any, other than or in addition to The
City of New York, where the principal of (and premium, if any) and
interest, if any, on such Debt Securities will be payable. Where any
Registered Securities may be surrendered for registration of transfer or
exchange. Where Debt Securities of a series that are convertible or
exchangeable may be surrendered for conversion or exchange and where
notices or demands to or upon Enterprise in respect of such Debt
Securities and the applicable Indenture may be served.
(11) The denomination or denominations in which such Debt Securities
will be issuable, if other than $1,000 or any integral multiple thereof in
the case of Registered Securities and $5,000 in the case of Bearer
Securities.
(12) If other than the applicable Trustee, the identity of each
Security Registrar and/or Paying Agent.
(13) The date as of which any Bearer Securities of the series and
any temporary Debt Security issued in global form representing Outstanding
Securities of the series will be dated if other than the date of original
issuance of the first Debt Security of the series to be issued.
(14) The applicability, if at all, to such Debt Securities of the
provisions of Article Fourteen of the applicable Indenture described under
"Defeasance and Covenant Defeasance" and any provisions in modification
of, in addition to or in lieu of any of the provisions of such Article.
6
<PAGE>
(15) The Person to whom any interest on any Registered Security of
the series will be payable, if other than the Person in whose name such
Registered Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest. The
manner in which, or the Person to whom, any interest on any Bearer
Security of the series shall be payable, if otherwise than upon
presentation and surrender of the coupons appertaining thereto as they
severally mature. The extent to which, or the manner in which, any
interest payable on a temporary Debt Security issued in global form will
be paid if other than in the manner provided in the applicable Indenture.
(16) If such Debt Securities are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Debt Security
of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, the form and/or terms of
such certificates, documents or conditions.
(17) Whether and under what circumstances Enterprise will pay
Additional Amounts, as contemplated by Section 1004 of the applicable
Indenture, on such Debt Securities to any holder who is not a United
States person (including any modification to the definition of such term
as contained in the applicable Indenture as originally executed) in
respect of any tax, assessment or governmental charge and, if so, whether
Enterprise will have the option to redeem such Debt Securities rather than
pay such Additional Amounts (and the terms of any such option).
(18) The provisions, if any, granting special rights to the holders
of such Debt Securities upon the occurrence of such events as may be
specified.
(19) Any deletions from, modifications of or additions to the Events
of Default or covenants of Enterprise with respect to such Debt Securities
(which Events of Default or covenants are consistent with the Events of
Default or covenants set forth in the general provisions of the applicable
Indenture).
(20) Whether such Debt Securities will be convertible into or
exchangeable for any other securities and, if so, the terms and conditions
upon which such Debt Securities will be so convertible or exchangeable.
(21) Any other terms of such Debt Securities.
If applicable, the Prospectus Supplement will also include a discussion
of Federal income tax considerations relevant to the Debt Securities being
offered.
For purposes of this Prospectus, any reference to the payment of
principal of (or premium, if any) or interest, if any, on such Debt Securities
will be deemed to include mention of the payment of any Additional Amounts
required by the terms of such Debt Securities.
Debt Securities may provide for less than the entire principal amount
thereof to be payable upon declaration of acceleration of the maturity thereof
("Original Issue Discount Securities"). Federal income tax and other
considerations pertaining to any such Original Issue Discount Securities will
be discussed in the applicable Prospectus Supplement.
7
<PAGE>
Each Indenture provides that the Debt Securities which are the subject
of this Prospectus and additional unsecured debt securities of Enterprise,
unlimited as to aggregate principal amount, may be issued in one or more series
thereunder, in each case as authorized from time to time by or pursuant to
authority granted by the Board of Directors of Enterprise. (Section 301 of each
Indenture) Debt Securities so issued under an Indenture are herein collectively
referred to, when a single Trustee is acting for all debt securities issued
under such Indenture, as the "Indenture Securities". Each Indenture also
provides that there may be more than one Trustee thereunder, each with respect
to one or more different series of Indenture Securities. See also "Resignation
of Trustee" herein. At a time when two or more Trustees are acting under either
Indenture, each with respect to only certain series, the term "Indenture
Securities", as used herein, will mean the one or more series with respect to
which each respective Trustee is acting. In the event that there is more than
one Trustee under either Indenture, the powers and trust obligations of each
Trustee as described herein will extend only to the one or more series of
Indenture Securities for which it is Trustee. If two or more Trustees are acting
under either Indenture, then the Indenture Securities for which each Trustee is
acting would in effect be treated as if issued under separate indentures.
The general provisions of the Indentures do not contain any provisions
that would limit the ability of Enterprise to incur indebtedness or that would
afford holders of Debt Securities protection in the event of a highly leveraged
or similar transaction involving Enterprise. You should refer to the Prospectus
Supplement for information with respect to any deletions from, modifications of
or additions to the Events of Default or covenants of Enterprise that are
described below, including any addition of a covenant or other provision
providing event risk or similar protection.
Enterprise has the ability to issue Indenture Securities with terms
different from those of Indenture Securities previously issued and, without the
consent of the holders thereof, to reopen a previous issue of a series of
Indenture Securities and issue additional Indenture Securities of such series
(unless such reopening was restricted when such series was created).
Denominations, Registration and Transfer
Debt Securities of a series may be issuable solely as Registered
Securities, solely as Bearer Securities or as both Registered Securities and
Bearer Securities. The Indentures also provide that Debt Securities of a series
may be issuable in global form. See " -- Book-Entry Debt Securities". Unless
otherwise provided in the Prospectus Supplement, Debt Securities denominated in
U.S. dollars (other than Global Securities, which may be of any denomination)
are issuable in denominations of $1,000 or any integral multiples of $1,000 (in
the case of Registered Securities) and in the denomination of $5,000 (in the
case of Bearer Securities). Unless otherwise indicated in the Prospectus
Supplement, Bearer Securities will have interest coupons attached. (Section 201
of each Indenture)
Registered Securities will be exchangeable for other Registered
Securities of the same series. If (but only if) provided in the Prospectus
Supplement, Bearer Securities (with all unmatured coupons, except as provided
below, and all matured coupons which are in default) of any series may be
similarly exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount
8
<PAGE>
and tenor. If so provided, Bearer Securities surrendered in exchange for
Registered Securities between a Regular Record Date or a Special Record Date and
the relevant date for payment of interest will be surrendered without the coupon
relating to such date for payment of interest, and interest will not be payable
in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the holder of such coupon when due in
accordance with the terms of the applicable Indenture. Unless otherwise
specified in the Prospectus Supplement, Bearer Securities will not be issued in
exchange for Registered Securities. (Section 305 of each Indenture)
Registered Securities of a series may be presented for registration of
transfer and Debt Securities of a series may be presented for exchange (i) at
each office or agency required to be maintained by Enterprise for payment of
such series as described in "Payment and Paying Agents", and (ii) at each other
office or agency that Enterprise may designate from time to time for such
purposes. No service charge will be made for any transfer or exchange of Debt
Securities, but Enterprise may require payment of any tax or other governmental
charge payable in connection therewith. (Section 305 of each Indenture)
Enterprise will not be required to (i) issue, register the transfer of
or exchange Debt Securities during a period beginning at the opening of business
15 days before any selection of Debt Securities of that series to be redeemed
and ending at the close of business on (A) if Debt Securities of the series are
issuable only as Registered Securities, the day of mailing of the relevant
notice of redemption and (B) if Debt Securities of the series are issuable as
Bearer Securities, the day of the first publication of the relevant notice of
redemption, or, if Debt Securities of the series are also issuable as Registered
Securities and there is no publication, the day of mailing of the relevant
notice of redemption; (ii) register the transfer of or exchange any Registered
Security, or portion thereof, called for redemption, except the unredeemed
portion of any Registered Security being redeemed in part; (iii) exchange any
Bearer Security called for redemption, except to exchange such Bearer Security
for a Registered Security of that series and like tenor that is simultaneously
surrendered for redemption; or (iv) issue, register the transfer of or exchange
any Debt Security which has been surrendered for repayment at the option of the
holder, except the portion, if any, of such Debt Security not to be so repaid.
(Section 305 of each Indenture)
Payment and Paying Agents
Unless otherwise provided in the Prospectus Supplement, principal,
premium, if any, and interest, if any, and Additional Amounts, if any, on
Registered Securities will be payable at any office or agency to be maintained
by Enterprise in Newark, New Jersey and New York, New York, except that at the
option of Enterprise interest (including Additional Amounts, if any) may be paid
(i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer to an
account maintained by the Person entitled thereto as specified in the Security
Register. (Sections 301, 1001 and 1002 of each Indenture) Unless otherwise
provided in the Prospectus Supplement, payment of any installment of interest on
Registered Securities will be made to the Person in whose name such Registered
Security is registered at the close of business on the Regular Record Date for
such interest. (Section 307 of each Indenture)
9
<PAGE>
If Debt Securities of a series are issuable solely as Bearer
Securities or as both Registered Securities and Bearer Securities, unless
otherwise provided in the Prospectus Supplement, Enterprise will be required to
maintain an office or agency (i) outside the United States at which, subject to
any applicable laws and regulations, the principal of (and premium, if any) and
interest, if any, on such series will be payable and (ii) in The City of New
York for payments with respect to any Registered Securities of such series (and
for payments with respect to Bearer Securities of such series in the limited
circumstances described below, but not otherwise); provided that, if required in
connection with any listing of such Debt Securities on the Luxembourg Stock
Exchange or any other stock exchange located outside the United States,
Enterprise will maintain an office or agency for such Debt Securities in any
city located outside the United States required by such stock exchange. (Section
1002 of each Indenture) The initial locations of such offices and agencies will
be specified in the Prospectus Supplement. Unless otherwise provided in the
Prospectus Supplement, principal of (and premium, if any) and interest, if any,
on Bearer Securities may be paid by wire transfer to an account maintained by
the Person entitled thereto with a bank located outside the United States.
(Sections 307 and 1002 of each Indenture) Unless otherwise provided in the
Prospectus Supplement, payment of installments of interest on any Bearer
Securities on or before Maturity will be made only against surrender of coupons
for such interest installments as they severally mature. (Section 1001 of each
Indenture) Unless otherwise provided in the Prospectus Supplement, no payment
with respect to any Bearer Security will be made at any office or agency of
Enterprise in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States. Notwithstanding the foregoing, payments of principal of (and premium, if
any) and interest, if any, on Bearer Securities payable in U.S. dollars will be
made at the office of Enterprise's Paying Agent in The City of New York if (but
only if) payment of the full amount thereof in U.S. dollars at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions. (Section 1002 of each
Indenture)
Enterprise may from time to time designate additional offices or
agencies, approve a change in the location of any office or agency and, except
as provided above, rescind the designation of any office or agency.
Events of Default
The following will constitute Events of Default under each Indenture
with respect to any series of Debt Securities issued thereunder: (i) default in
the payment of any interest upon any Debt Security of that series or of any
coupon upon or any Additional Amounts payable in respect of any Debt Security of
that series or of any coupon appertaining thereto and continuance of such
default for a period of 30 days; (ii) default in the payment of the principal of
(or premium, if any, on) any Debt Security of that series when the same becomes
due and payable, whether at its maturity, earlier redemption or repayment or
otherwise; (iii) default in the deposit of any sinking fund payment when due by
the terms of any Debt Security of that series; (iv) default in the performance,
or breach, of any covenant or agreement of Enterprise in the applicable
Indenture with respect to any Debt Security of that series, continued for 60
days after written notice to Enterprise; (v) certain events in bankruptcy,
insolvency or reorganization affecting Enterprise; and (vi) any other Event of
Default provided with respect to Debt Securities of that series. (Section 501 of
each Indenture) Enterprise is required to file with the applicable Trustee,
annually, an officer's certificate as to Enterprise's compliance with all
conditions and covenants under the applicable Indenture. (Section 1005 of each
Indenture) Each Indenture provides that the applicable
10
<PAGE>
Trustee may withhold notice to the holders of Debt Securities of a series of any
default (except payment defaults on such Debt Securities of that series) if it
considers it in the interest of the holders of Debt Securities of such series to
do so. (Section 601 of each Indenture)
If an Event of Default with respect to Debt Securities of a series has
occurred and is continuing, the applicable Trustee or the holders of not less
than 25% in principal amount of Outstanding Debt Securities of that series may
declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms thereof) of all of the Debt
Securities of that series due and payable immediately. (Section 502 of each
Indenture)
Subject to the provisions of the applicable Indenture relating to the
duties of the Trustee thereunder, in case an Event of Default with respect to
Debt Securities of a series has occurred and is continuing, such Trustee is
under no obligation to exercise any of its rights or powers under such Indenture
at the request, order or direction of the holders of Debt Securities of that
series, unless such holders have offered such Trustee reasonable indemnity
against the expenses and liabilities which might be incurred by it in compliance
with such request. (Section 507 of each Indenture and TIA Section 315) Subject
to such provisions for the indemnification of the applicable Trustee, the
holders of a majority in principal amount of the Outstanding Debt Securities of
a series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to such Trustee, or exercising any trust
or power conferred on such Trustee with respect to the Debt Securities of that
series. (Section 512 of each Indenture)
The holders of a majority in principal amount of the Outstanding Debt
Securities of a series may, on behalf of the holders of all Debt Securities of
such series and any related coupons, waive any past default under the applicable
Indenture with respect to such series and its consequences, except a default (i)
in the payment of the principal of (or premium, if any) or interest, if any, on
or Additional Amounts payable in respect of any Debt Security of such series or
any related coupons or (ii) in respect of a covenant or provision that cannot be
modified or amended without the consent of the holder of each Outstanding Debt
Security of such series affected thereby. (Section 513 of each Indenture)
Merger or Consolidation
Each Indenture provides that Enterprise may not consolidate with or
merge with or into any other corporation or convey or transfer its properties
and assets as an entirety or substantially as an entirety to any Person, unless
either Enterprise is the continuing corporation or such corporation or Person
assumes by supplemental indenture all the obligations of Enterprise under such
Indenture and the Indenture Securities issued thereunder and immediately after
the transaction no default shall exist. In addition, under the Indentures, no
such consolidation, merger or transfer may be made if as a result thereof any
property or assets of Enterprise would become subject to any mortgage, lien or
other encumbrance unless such Indenture Securities are secured equally and
ratably with or prior to the debt secured by such mortgage, lien or other
encumbrance. (Section 801 of each Indenture)
11
<PAGE>
Modification or Waiver
Modification and amendment of an Indenture may be made by Enterprise
and the Trustee thereunder with the consent of the holders of a majority in
principal amount of all Outstanding Indenture Securities issued thereunder that
are affected by such modification or amendment; provided that no such
modification or amendment may, without the consent of the holder of each
Outstanding Indenture Security affected thereby, among other things: (i) change
the Stated Maturity of the principal of (or premium, if any, on) or any
installment of principal of or interest on any such Indenture Security; (ii)
reduce the principal amount of, or the rate or amount of interest in respect of,
or any premium payable upon the redemption of, any such Indenture Security;
(iii) change any obligation of Enterprise to pay Additional Amounts in respect
of any such Indenture Security; (iv) reduce the portion of the principal of an
Original Issue Discount Security or Indexed Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof or provable
in bankruptcy; (v) adversely affect any right of repayment at the option of the
holder of any such Indenture Security; (vi) change the place or Currency of
payment of principal of, or any premium or interest on, any such Indenture
Security; (vii) impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof or on or after any
Redemption Date or Repayment Date therefor; (viii) adversely affect any right to
convert or exchange any Indenture Security; (ix) reduce the percentage in
principal amount of such Outstanding Indenture Securities, the consent of whose
holders is required to amend or waive compliance with certain provisions of such
Indenture or to waive certain defaults thereunder; (x) reduce the requirements
for voting or quorum described below; or (xi) modify any of the foregoing
requirements or any of the provisions relating to waiving past defaults or
compliance with certain restrictive provisions, except to increase the
percentage of holders required to effect any such waiver or to provide that
certain other provisions of the Indenture cannot be modified or waived without
the consent of the holder of each Indenture Security affected thereby. (Section
902 of each Indenture)
In addition, under the Subordinated Indenture, no modification or
amendment thereof may, without the consent of the holder of each Outstanding
Subordinated Security affected thereby, modify any of the provisions of such
Indenture relating to the subordination of the Subordinated Securities in a
manner adverse to the holders thereof and no such modification or amendment may
adversely affect the rights of any holder of Senior Indebtedness under Article
Sixteen of the Subordinated Indenture (described under the caption " --
Subordinated Indenture Provisions") without the consent of such holder of Senior
Indebtedness. (Sections 902 and 907 of the Subordinated Indenture)
The holders of a majority in aggregate principal amount of Outstanding
Indenture Securities have the right to waive compliance by Enterprise with
certain covenants in the applicable Indenture. (Section 1006 of each Indenture)
Modification and amendment of an Indenture may be made by Enterprise
and the applicable Trustee thereunder, without the consent of any holder, for
any of the following purposes: (i) to evidence the succession of another Person
to Enterprise as obligor under such Indenture; (ii) to add to the covenants of
Enterprise for the benefit of the holders of all or any series of Indenture
Securities issued under such Indenture and any related coupons or to surrender
any right or power conferred upon Enterprise by such Indenture; (iii) to add
Events of Default for the benefit of the holders of all or any series of
Indenture Securities; (iv) to add to or change any provisions of such Indenture
to facilitate the issuance of, or to liberalize the terms of, Bearer Securities,
or to permit or facilitate the issuance of Indenture Securities in
uncertificated form, provided that any
12
<PAGE>
such actions do not adversely affect the holders of such Indenture Securities or
any related coupons; (v) to change or eliminate any provisions of such
Indenture, provided that any such change or elimination will become effective
only when there are no such Indenture Securities Outstanding of any series
created prior thereto which are entitled to the benefit of such provisions; (vi)
to secure the Indenture Securities under the applicable Indenture pursuant to
the requirements of Section 801 of such Indenture, or otherwise; (vii) to
establish the form or terms of such Indenture Securities of any series and any
related coupons; (viii) to provide for the acceptance of appointment by a
successor Trustee or facilitate the administration of the trusts under such
Indenture by more than one Trustee; (ix) to cure any ambiguity, defect or
inconsistency in such Indenture, provided such action does not adversely affect
the interests of holders of Indenture Securities of a series issued thereunder
or any related coupons in any material respect; or (x) to supplement any of the
provisions of such Indenture to the extent necessary to permit or facilitate
defeasance and discharge of any series of Indenture Securities thereunder,
provided that such action shall not adversely affect the interests of the
holders of any such Indenture Securities and any related coupons in any material
respect. (Section 901 of each Indenture)
In determining whether the holders of the requisite principal amount
of Outstanding Indenture Securities have given any request, demand,
authorization, direction, notice, consent or waiver under the applicable
Indenture or whether a quorum is present at a meeting of holders of Indenture
Securities thereunder, (i) the principal amount of an Original Issue Discount
Security that will be deemed to be outstanding will be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof, (ii) the principal
amount of an Indexed Security that may be counted in making such determination
or calculation and that will be deemed outstanding for such purpose will be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided with respect to such Indexed Security
pursuant to Section 301 of such Indenture and (iii) Indenture Securities owned
by Enterprise or any other obligor upon the Indenture Securities or any
Affiliate of Enterprise or of such other obligor shall be disregarded. (Section
101 of each Indenture)
Each Indenture contains provisions for convening meetings of the
holders of Indenture Securities of a series if Indenture Securities of that
series are issuable as Bearer Securities. (Section 1501 of each Indenture) A
meeting may be called at any time by the applicable Trustee, and also, upon
request, by Enterprise or the holders of at least 10% in principal amount of the
Outstanding Indenture Securities of that series, in any such case upon notice
given as provided in the applicable Indenture. (Section 1502 of each Indenture)
Except for any consent that must be given by the holder of each Indenture
Security affected thereby, as described above, any resolution presented at a
meeting (or an adjourned meeting duly reconvened) at which a quorum is present
may be adopted by the affirmative vote of the holders of a majority in principal
amount of the Outstanding Indenture Securities of that series; provided,
however, that any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action that may be made, given or
taken by the holders of a specified percentage which is less than a majority in
principal amount of the Outstanding Indenture Securities of a series may be
adopted at a meeting (or an adjourned meeting duly reconvened) at which a quorum
is present by the affirmative vote of the holders of such specified percentage
in principal amount of the Outstanding Indenture Securities of that series. Any
resolution passed or decision taken at any meeting of holders of Indenture
Securities of a series duly held in accordance with the applicable Indenture
13
<PAGE>
will be binding on all holders of Indenture Securities of that series and any
related coupons. The quorum at any meeting called to adopt a resolution will be
persons holding or representing a majority in principal amount of the
Outstanding Indenture Securities of a series; provided, however, that, if any
action is to be taken at such meeting with respect to a consent or waiver which
may be given by the holders of not less than a specified percentage in principal
amount of the Outstanding Indenture Securities of a series, the persons holding
or representing such specified percentage in principal amount of the Outstanding
Indenture Securities of that series will constitute a quorum. (Section 1504 of
each Indenture)
Notwithstanding the foregoing provisions, if any action is to be taken
at a meeting of holders of Indenture Securities of a series with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that the applicable Indenture expressly provides may be made, given or
taken by the holders of a specified percentage in principal amount of all
Outstanding Indenture Securities affected thereby or of the holders of such
series and one or more additional series: (i) there shall be no minimum quorum
requirement for such meeting and (ii) the principal amount of the Outstanding
Indenture Securities of such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action will be taken
into account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or taken
under such Indenture. (Section 1504 of each Indenture)
Satisfaction and Discharge, Defeasance and Covenant Defeasance
Enterprise may discharge certain obligations to holders of Debt
Securities of a series that have not already been delivered to the applicable
Trustee for cancellation and that either have become due and payable or are by
their terms due and payable within one year (or scheduled for redemption within
one year) by irrevocably depositing with the applicable Trustee, in trust, funds
in an amount sufficient to pay the entire indebtedness on such Debt Securities
for principal (and premium, if any) and interest, if any, and any Additional
Amounts with respect thereto, to the date of such deposit (if such Debt
Securities have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be. (Section 401 of each Indenture)
Each Indenture provides that, if the provisions of Article Fourteen
are made applicable to the Debt Securities of or within any series and any
related coupons pursuant to Section 301 thereunder, Enterprise may elect either
(a) to defease and be discharged from any and all obligations with respect to
such Debt Securities and any related coupons (except for the obligations to pay
Additional Amounts, if any, upon the occurrence of certain events of tax,
assessment or governmental charge with respect to payments on such Debt
Securities and the obligations to register the transfer or exchange of such Debt
Securities and any related coupons, to replace temporary or mutilated,
destroyed, lost or stolen Debt Securities and any related coupons, to maintain
an office or agency in respect of such Debt Securities and any related coupons,
and to hold moneys for payment in trust) ("defeasance") (Section 1402 of each
Indenture) or (b) to be released from its obligations under any covenant
specified pursuant to Section 301 with respect to such Debt Securities and any
related coupons, and any omission to comply with such obligations shall not
constitute a default or an Event of Default with respect to such Debt Securities
and any related coupons ("covenant defeasance") (Section 1403), in either case
upon the irrevocable deposit by Enterprise
14
<PAGE>
with the applicable Trustee (or other qualifying trustee), in trust, of (i) an
amount in U.S. dollars, (ii) Government Obligations (as defined below)
applicable to such Debt Securities and coupons that through the payment of
principal and interest in accordance with their terms will provide money in an
amount, or (iii) a combination thereof in an amount, sufficient to pay the
principal of (and premium, if any) and interest, if any, on such Debt Securities
and any related coupons, and any mandatory sinking fund or analogous payments
thereon, on the scheduled due dates therefor.
Such a trust may only be established if, among other things,
Enterprise has delivered to the applicable Trustee an Opinion of Counsel (as
specified in the applicable Indenture) to the effect that the holders of such
Debt Securities and any related coupons will not recognize income, gain or loss
for United States Federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to United States Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred, and such
Opinion of Counsel, in the case of defeasance under clause (a) above, must refer
to and be based upon a ruling of the Internal Revenue Service or a change in
applicable United States Federal income tax law occurring after the date of the
Indenture. (Section 1404 of each Indenture)
"Government Obligations" means securities which are (i) direct
obligations of the United States or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which are not callable or redeemable at the
option of the issuer thereof. "Government Obligations" also include a depository
receipt issued by a bank or trust company as custodian with respect to any such
Government Obligation or a specific payment of interest on or principal of any
such Government Obligation held by such custodian for the account of the holder
of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from the amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of the Government Obligation evidenced by such depository receipt.
(Section 101 of each Indenture)
In the event Enterprise effects covenant defeasance with respect to
any Debt Securities and any related coupons and such Debt Securities and coupons
are declared due and payable because of the occurrence of any Event of Default
other than the Event of Default described in clause (4) or (7) under "Events of
Default" (Section 501 of each Indenture) with respect to any covenant to which
there has been defeasance, the amount of Government Obligations and funds on
deposit with the applicable Trustee will be sufficient to pay amounts due on
such Debt Securities and coupons at the time of their Stated Maturity but may
not be sufficient to pay amounts due on such Debt Securities and coupons at the
time of the acceleration resulting from such Event of Default. In such case,
Enterprise would remain liable to make payment of such amounts due at the time
of acceleration. (Section 501 of each Indenture)
If the applicable Trustee or any Paying Agent is unable to apply any
money in accordance with the applicable Indenture by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then Enterprise's obligations under such
Indenture and such Debt Securities and any related coupons shall be revived and
reinstated as though no deposit had
15
<PAGE>
occurred pursuant to such Indenture, until such time as such Trustee or Paying
Agent is permitted to apply all such money in accordance with such Indenture;
provided, however, that if Enterprise makes any payment of principal of (or
premium, if any) or interest, if any, on any such Debt Security or any related
coupon following the reinstatement of its obligations, Enterprise shall be
subrogated to the rights of the holders of such Debt Securities and any related
coupons to receive such payment from the money held by such Trustee or Paying
Agent.
The Prospectus Supplement may further describe the provisions, if any,
permitting such defeasance or covenant defeasance, including any modifications
to the provisions described above, with respect to the Debt Securities of or
within a particular series and any related coupons.
Book-Entry Debt Securities
Debt Securities of a series may be issued in whole or in part in
global form that will be deposited with, or on behalf of, a depository
identified in the Prospectus Supplement. Global securities may be issued in
either registered or bearer form and in either temporary or permanent form (each
a "Global Security"). Unless otherwise provided in the Prospectus Supplement,
Debt Securities that are represented by a Global Security will be issued in
denominations of $1,000 and any integral multiple thereof, and will be issued in
registered form only, without coupons. Payments of principal of (and premium, if
any) and interest, if any, on Debt Securities represented by a Global Security
will be made by Enterprise to the applicable Trustee, and then by such Trustee
to the depository.
Enterprise anticipates that any Global Securities will be deposited
with, or on behalf of, The Depository Trust Company ("DTC"), New York, New York,
that such Global Securities will be registered in the name of DTC's nominee, and
that the following provisions will apply to the depository arrangements with
respect to any such Global Securities. Additional or differing terms of the
depository arrangements will be described in the Prospectus Supplement.
So long as DTC or its nominee is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the sole
holder of the Debt Securities represented by such Global Security for all
purposes under the applicable Indenture. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities in
certificated form and will not be considered the owners or holders thereof under
the applicable Indenture. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
certificated form; such laws may limit the transferability of beneficial
interests in a Global Security.
If (i) DTC is at any time unwilling, unable or ineligible to continue
as depository and a successor depository is not appointed by Enterprise within
90 days following notice to Enterprise; (ii) Enterprise determines, in its sole
discretion, not to have any Debt Securities represented by one or more Global
Securities, or (iii) an Event of Default under the applicable Indenture has
occurred and is continuing, then Enterprise will issue individual Debt
Securities in certificated form in exchange for the relevant Global Securities.
In any such instance, an owner of a beneficial interest in a
16
<PAGE>
Global Security will be entitled to physical delivery of individual Debt
Securities in certificated form of like tenor and rank, equal in principal
amount to such beneficial interest and to have such Debt Securities in
certificated form registered in its name. Unless otherwise provided in the
Prospectus Supplement, Debt Securities so issued in certificated form will be
issued in denominations of $1,000 or any integral multiple thereof and will be
issued in registered form only, without coupons.
The following is based on information furnished by DTC and Enterprise
assumes no responsibility for its content:
DTC will act as securities depository for the Debt Securities. The
Debt Securities will be issued as fully registered securities registered in the
name of Cede & Co. (DTC's partnership nominee). One fully registered Debt
Security certificate is issued with respect to a maximum of $200 million of
principal amount of the Debt Securities of a series, and an additional
certificate is issued with respect to any remaining principal amount of such
series.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations ("Direct Participants").
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available to others
such as securities brokers and dealers, banks and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the SEC.
Purchases of Debt Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Debt Securities
on DTC's records. The ownership interest of each actual purchaser of each Debt
Security ("Beneficial Owner") is in turn recorded on the Direct and Indirect
Participants' records. A Beneficial Owner does not receive written confirmation
from DTC of its purchase, but such Beneficial Owner is expected to receive a
written confirmation providing details of the transaction, as well as periodic
statements of its holdings, from the Direct or Indirect Participant through
which such Beneficial Owner entered into the transaction. Transfers of ownership
interests in Debt Securities are accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners do not
receive certificates representing their ownership interests in Debt Securities,
except in the event that use of the book-entry system for the Debt Securities is
discontinued.
To facilitate subsequent transfers, the Debt Securities are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of the Debt
Securities with DTC and their registration in the name of Cede & Co. effects no
change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Debt
17
<PAGE>
Securities; DTC records reflect only the identity of the Direct Participants to
whose accounts Debt Securities are credited, which may or may not be the
Beneficial Owners. The Participants remain responsible for keeping account of
their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners are governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the
Debt Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of interest of each Direct Participant in such issue
to be redeemed.
Neither DTC nor Cede & Co. consents or votes with respect to the Debt
Securities. Under its usual procedures, DTC mails a proxy (an "Omnibus Proxy")
to the issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Debt Securities are credited on the record date (identified
on a list attached to the Omnibus Proxy).
Payments of principal of (and premium, if any) and interest on the
Debt Securities will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the payable date in accordance with their respective
holdings as shown on DTC's records unless DTC has reason to believe that it will
not receive payment on the payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such Participant
and not of DTC, the Paying Agent or Enterprise, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal (and premium, if any) and interest to DTC will be the responsibility
of Enterprise or the Paying Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as securities depository
with respect to the Debt Securities at any time by giving reasonable notice to
Enterprise or the applicable Paying Agent. Under such circumstances, in the
event that a successor securities depository is not appointed, Debt Security
certificates are required to be printed and delivered.
Enterprise may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Debt Security certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources (including DTC) that Enterprise believes
to be reliable, but Enterprise takes no responsibility for the accuracy thereof.
Unless stated otherwise in the Prospectus Supplement, the underwriters
or agents with respect to a series of Debt Securities issued as Global
Securities will be Direct Participants in DTC.
18
<PAGE>
None of Enterprise, any underwriter or agent, the applicable Trustee
or any applicable Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
interests in a Global Security, or for maintaining, supervising or reviewing any
records relating to such beneficial interests.
Resignation of Trustee
The Trustee may resign or be removed with respect to one or more
series of Indenture Securities and a successor Trustee may be appointed to act
with respect to such series. (Section 608 of each Indenture) In the event that
two or more persons are acting as Trustee with respect to different series of
Indenture Securities under one of the Indentures, each such Trustee shall be a
Trustee of a trust thereunder separate and apart from the trust administered by
any other such Trustee (Section 609 of each Indenture), and any action described
herein to be taken by the "Trustee" may then be taken by each such Trustee with
respect to, and only with respect to, the one or more series of Indenture
Securities for which it is Trustee.
Subordinated Indenture Provisions
Upon any distribution of assets of Enterprise upon any dissolution,
winding up, liquidation or reorganization, the payment of the principal of (and
premium, if any) and interest, if any, on Subordinated Securities is to be
subordinated to the extent provided in the Subordinated Indenture in right of
payment to the prior payment in full of all Senior Indebtedness (Sections 1601
and 1602 of the Subordinated Indenture), but the obligation of Enterprise to
make payment of the principal (and premium, if any) and interest, if any, on the
Subordinated Securities will not otherwise be affected. (Section 1604 of the
Subordinated Indenture) In addition, no payment on account of principal (or
premium, if any), sinking funds or interest, if any, may be made on the
Subordinated Securities at any time unless full payment of all amounts due in
respect of the principal (and premium, if any), sinking fund and interest on
Senior Indebtedness has been made or duly provided for in money or money's
worth. (Section 1603 of the Subordinated Indenture)
In the event that, notwithstanding the foregoing, any such payment by
Enterprise is received by the Subordinated Trustee or the holders of any of the
Subordinated Securities before all Senior Indebtedness is paid in full, such
payment or distribution shall be paid over to the holders of such Senior
Indebtedness or on their behalf for application to the payment of all such
Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been
paid in full, after giving effect to any concurrent payment or distribution to
the holders of such Senior Indebtedness. Subject to the payment in full of all
Senior Indebtedness upon such distribution of Enterprise, the holders of the
Subordinated Securities will be subrogated to the rights of the holders of the
Senior Indebtedness to the extent of payments made to the holders of such Senior
Indebtedness out of the distributive share of the Subordinated Securities.
(Section 1602 of the Subordinated Indenture) By reason of such subordination, in
the event of a distribution of assets upon insolvency, certain general creditors
of Enterprise may recover more, ratably, than holders of the Subordinated
Securities. The Subordinated Indenture provides that the subordination
provisions thereof will not apply to money and securities held in trust pursuant
to the defeasance provisions of the Subordinated Indenture. (Section 1402 of the
Subordinated Indenture)
19
<PAGE>
"Senior Indebtedness" is defined in the Subordinated Indenture as (a)
the principal of and premium, if any, and unpaid interest on (i) indebtedness of
Enterprise (including indebtedness of others guaranteed by Enterprise), whether
outstanding on the date of the Subordinated Indenture or thereafter created,
incurred, assumed or guaranteed, for money borrowed (other than the Indenture
Securities issued under the Subordinated Indenture and securities issued under
the Indenture dated as of January 1, 1998, including the 7.44% Deferrable
Interest Subordinated Debentures, Series A, the Floating Rate Deferrable
Interest Subordinated Debentures, Series B, and the 7 1/4% Deferrable Interest
Subordinated Debentures, Series C of Enterprise), unless in the instrument
creating or evidencing the same or pursuant to which the same is outstanding it
is provided that such indebtedness is not senior or prior in right of payment to
the Subordinated Securities, and (ii) renewals, extensions, modifications and
refundings of any such indebtedness. (Section 101 of the Subordinated Indenture)
The Debt Securities are senior and prior in right of payment to the
7.44% Deferrable Interest Subordinated Debentures, Series A, the Floating Rate
Deferrable Interest Subordinated Debentures, Series B, and the 7 1/4% Deferrable
Interest Subordinated Debentures, Series C of Enterprise and any guarantees
issued in connection therewith.
If this Prospectus is being delivered in connection with a series of
Subordinated Securities, the accompanying Prospectus Supplement or the
information incorporated by reference will set forth the approximate amount of
Senior Indebtedness outstanding as of a recent date.
The Trustee under the Indentures
Enterprise maintains ordinary banking relationships with First Union
National Bank, including credit facilities and lines of credit. First Union
National Bank also serves as trustee under other indentures under which
Enterprise or its subsidiaries are the obligors.
================================================================================
Plan of Distribution
================================================================================
Enterprise may sell the Debt Securities to or through underwriters,
dealers, or agents or directly to one or more other purchasers.
The Prospectus Supplement sets forth the terms of the offering of the
particular series or issue of Debt Securities to which such Prospectus
Supplement relates, including, as applicable, (i) the name or names of any
underwriters or agents with whom Enterprise has entered into arrangements with
respect to the sale of such Debt Securities, (ii) the initial public offering or
purchase price of such Debt Securities, (iii) any underwriting discounts,
commissions and other items constituting underwriters' compensation from
Enterprise and any other discounts, concessions or commissions
20
<PAGE>
allowed or reallowed or paid by any underwriters to other dealers, (iv) any
commissions paid to any agents, (v) the net proceeds to Enterprise and (vi) the
securities exchanges, if any, on which such Debt Securities will be listed.
Unless otherwise set forth in the Prospectus Supplement relating to a
particular series or issue of Debt Securities, the obligations of the
underwriters to purchase such Debt Securities will be subject to certain
conditions precedent and each of the underwriters with respect to such Debt
Securities will be obligated to purchase all of the Debt Securities of such
series or issue allocated to it if any such Debt Securities are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
The Debt Securities may be offered and sold by Enterprise directly or
through agents designated by Enterprise from time to time. Any agent involved in
the offer or sale of the Debt Securities in respect of which this Prospectus is
delivered will be named in, and any commissions payable by Enterprise to such
agent will be set forth in, the applicable Prospectus Supplement. Unless
otherwise indicated in the applicable Prospectus Supplement, each such agent
will be acting on a best efforts basis for the period of its appointment.
Any underwriters, dealers or agents participating in the distribution
of the Debt Securities may be deemed to be underwriters, and any discounts or
commissions received by them on the sale or resale of Debt Securities may be
deemed to be underwriting discounts and commissions, under the Securities Act of
1933, as amended. Underwriters, dealers and agents may be entitled, under
agreements entered into with Enterprise, to indemnification by Enterprise
against certain civil liabilities, including liabilities under the Securities
Act.
================================================================================
Legal Opinions
================================================================================
The validity of the Debt Securities will be passed upon for Enterprise
by James T. Foran, Esquire, Associate General Counsel or R. Edwin Selover,
Esquire, Vice President and General Counsel, and for any underwriters, dealers
or agents by Brown & Wood LLP, One World Trade Center, New York, New York 10048
who may rely on the opinion of Mr. Foran or Mr. Selover, as the case may be, as
to matters of New Jersey law. Messrs. Foran and Selover are also employees of
PSE&G.
21
<PAGE>
================================================================================
Experts
================================================================================
The consolidated financial statements and the related financial
statement schedules of Enterprise incorporated in this Prospectus by reference
from Enterprise's Annual Report on Form 10-K for the year ended December 31,
1998 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
22
<PAGE>
================================================================================
$300,000,000
[LOGO]
Public Service Enterprise
Group Incorporated
Extendible Notes
due June 15, 2001, Series C
---------------------
PROSPECTUS SUPPLEMENT
---------------------
Merrill Lynch & Co.
June 10, 1999
================================================================================
